|  |  |  |
| --- | --- | --- |
|   | (c) | A Tax Indemnitee in its sole discretion (by written notice to Lessee) may waive its rights to indemnification pursuant to Section 5.7 with respect to any claim for any Tax and may
refrain from contesting or continuing the contest of such claim, in which event Lessee shall have no obligation to indemnify such Tax Indemnitee for the Taxes that are the subject of such claim (and all directly related claims, and claims based on
the outcome of such claim). If any Tax Indemnitee agrees to a settlement of any contest conducted pursuant to this Section 5.9 without the prior written consent of Lessee, then such Tax Indemnitee shall be deemed to have waived its rights to the
indemnification provided for in Section 5.7 with respect to the Tax liability accepted in such settlement (and all directly-related claims, and claims based on the outcome of such claim). In the event that a Tax Indemnitee either waives or is deemed
to have waived its rights to indemnification as provided above, such Tax Indemnitee shall repay to Lessee any amount previously paid or advanced to or on behalf of such Tax Indemnitee pursuant to the next-to-last sentence of Section 5.9(a) with
respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority on a refund of such Tax.  |

  




|  |  |  |
| --- | --- | --- |
|   | (d) | Information:  |